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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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POTASH CORPORATION OF SASKATCHEWAN INC.
(Exact name of the registrant as specified in its charter)
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<S> <C>
SASKATCHEWAN 1474
(State or other jurisdiction of incorporation (Primary standard industrial classification
or organization) code number)
</TABLE>
N/A
(I.R.S. employer identification no.)
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122 - 1ST AVENUE SOUTH
SASKATOON, SASKATCHEWAN, CANADA S7K 7G3
306-933-8500
(Address and telephone number of the registrant's principal executive offices)
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STOCK OPTION PLAN -- OFFICERS AND KEY EMPLOYEES
AND
STOCK OPTION PLAN -- DIRECTORS
(Full titles of the plans)
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CHARLES E. CHILDERS
POTASH CORPORATION OF SASKATCHEWAN INC.
122 - 1ST AVENUE SOUTH
SASKATOON, SASKATCHEWAN, CANADA S7K 7G3
306-933-8500
(Name, address and telephone number of agent for service)
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The Commission is requested to send copies of all communications to:
JAMES B. HALPERN
ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
1050 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036-5339
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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Common Shares, no par value........... 1,000,000 shares $86.8125 $86,812,500 $25,609.69
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(1) Estimated solely for the purpose of determining the registration fee, based
upon the average of the high and low prices reported on the New York Stock
Exchange Composite Tape on May 15, 1998, pursuant to Rule 457(c) under the
Securities Act of 1933. Each of the registrant's Common Shares being
registered hereby initially includes one Right of the registrant. Prior to
the occurrence of certain events, such Rights will not be exercisable or
evidenced separately from the registrant's Common Shares. No separate
consideration will be received for the Rights.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the registrant with the
Commission, are incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K of Potash Corporation of Saskatchewan
Inc. ("PCS") for the year ended December 31, 1997.
2. Description of PCS's Common Shares and Rights contained in PCS's
Registration Statement on Form S-4 filed with the Commission on December
13, 1996 (Registration No. 333-17841) and PCS's Proxy Circular dated March
26, 1998.
All documents filed by PCS pursuant to Section 13(a), 13(c), 14, or 15(d)
of the Exchange Act, subsequent to the date of filing of this Registration
Statement and prior to the termination of the subject offering, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 119 of The Business Corporations Act (Saskatchewan) authorizes
corporations to indemnify past and present directors and officers for
liabilities incurred in connection with their services as such (including
expenses and settlement payments) if the director or officer acted honestly and
in good faith with a view to the best interests of the corporation and, in the
case of a criminal or administrative proceeding, if the director or officer had
reasonable grounds for believing his or her conduct was lawful. In the case of a
suit by or on behalf of the corporation, a court must approve the
indemnification.
Section 10.04 of the registrant's Bylaws provides that the registrant shall
indemnify directors and officers to the extent permitted by law.
The registrant has entered into agreements with its directors and officers
(each an "Indemnitee") to indemnify the Indemnitee, to the extent permitted by
law and subject to certain limitations, against all costs reasonably incurred by
an Indemnitee in an action or proceeding to which the Indemnitee was made a
party by reason of the Indemnitee being an officer and/or director of (i) the
registrant or (ii) if at the request of the registrant, of an organization of
which the registrant is a shareholder or creditor.
The registrant maintains insurance policies relating to certain liabilities
that its directors and officers may incur in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar amount of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Securities
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and that offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Saskatoon, Province of Saskatchewan, Canada, on this
21st day of May, 1998.
POTASH CORPORATION OF SASKATCHEWAN INC.
By /s/ CHARLES E. CHILDERS
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Charles E. Childers
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Charles
E. Childers and Barry E. Humphreys his or her true and lawful attorney-in-fact
and agent, each acting alone, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all Amendments (including post-effective
Amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing appropriate or necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the date indicated.
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ CHARLES E. CHILDERS Chairman of the Board, President and May 21, 1998
- --------------------------------------------- Chief Executive Officer
Charles E. Childers
/s/ BARRY E. HUMPHREYS Senior Vice President, Finance and May 21, 1998
- --------------------------------------------- Treasurer (Principal Financial and
Barry E. Humphreys Accounting Officer)
/s/ ISABEL B. ANDERSON Director May 21, 1998
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Isabel B. Anderson
/s/ DOUGLAS J. BOURNE Director May 21, 1998
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Douglas J. Bourne
/s/ DENIS J. COTE Director May 21, 1998
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Denis J. Cote
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ WILLIAM J. DOYLE Director May 21, 1998
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William J. Doyle
/s/ WILLARD Z. ESTEY Director May 21, 1998
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Willard Z. Estey
/s/ DALLAS J. HOWE Director May 21, 1998
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Dallas J. Howe
/s/ JAMES F. LARDNER Director May 21, 1998
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James F. Lardner
/s/ DONALD E. PHILLIPS Director May 21, 1998
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Donald E. Phillips
/s/ PAUL J. SCHOENHALS Director May 21, 1998
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Paul J. Schoenhals
/s/ DARYL K. SEAMAN Director May 21, 1998
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Daryl K. Seaman
/s/ E. ROBERT STROMBERG Director May 21, 1998
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E. Robert Stromberg
/s/ JACK G. VICQ Director May 21, 1998
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Jack G. Vicq
/s/ BARRIE A. WIGMORE Director May 21, 1998
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Barrie A. Wigmore
/s/ PAUL S. WISE Director May 21, 1998
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Paul S. Wise
PCS PHOSPHATE COMPANY, INC. Authorized Representative May 21, 1998
in the United States
By: /s/ THOMAS J. WRIGHT
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Thomas J. Wright
President
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
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4(a) The registrant's Stock Option Plan -- Officers and Key
Employees, incorporated by reference to Schedule D to the
registrant's proxy circular for the annual and special
meeting of shareholders held on May 7, 1998.
4(b) The registrant's Stock Option Plan -- Directors,
incorporated by reference to Exhibit 4(b) to Post-Effective
Amendment No. 1 to the registrant's Registration Statement
on Form S-8 (Registration No. 333-19215).
4(c) Shareholders Rights Agreement, incorporated by reference to
Schedule B to the registrant's proxy circular for the annual
and special meeting of shareholders held on May 7, 1998.
5 Opinion of Robertson Stromberg.
23(a) Consent of Robertson Stromberg, included in Exhibit 5.
23(b) Consent of Deloitte & Touche.
24 Power of Attorney, included on signature pages.
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EXHIBIT 5
[ROBERTSON STROMBERG LETTERHEAD]
May 21, 1998
Potash Corporation of Saskatchewan Inc.
#500, 122 - 1st Avenue South
Saskatoon SK S7K 7G3
Ladies and Gentlemen:
We have acted as counsel to Potash Corporation of Saskatchewan Inc. (the
"Company") with respect to the Company's Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission in
connection with the registration, under the Securities Act of 1933, as amended,
by the Company of an aggregate of 1,000,000 shares of its common stock (the
"Shares") issuable upon exercise of stock options granted under the stock option
plans of the Company (collectively, the "Plans").
In connection with this opinion letter, we have examined the originals or
copies certified or otherwise identified to our satisfaction of the Registration
Statement and such other records, documents, certificates, agreements, or other
instruments and have made such other inquiries, all as we deemed necessary to
enable us to render the opinions expressed below.
Based on the foregoing, we are of the opinion that the Shares have been
duly and validly authorized for issuance and, when issued in accordance with the
terms of the Plans, will be validly issued, fully paid and non-assessable.
We consent to the inclusion of this opinion as part of the Registration
Statement and to the reference to our firm therein. In giving this consent, we
do not admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules promulgated
thereunder.
Yours truly,
ROBERTSON STROMBERG
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EXHIBIT 23(B)
[DELOITTE & TOUCHE LETTERHEAD]
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
POTASH CORPORATION OF SASKATCHEWAN INC.
We hereby consent to the incorporation of our report dated February 12,
1998, incorporated by reference in the Annual Report on Form 10-K of Potash
Corporation of Saskatchewan Inc. ("PCS") for the year ended December 31, 1997,
into PCS's Registration Statement on Form S-8 for the registration of 1,000,000
of its Common Shares.
DELOITTE & TOUCHE
Chartered Accountants
Saskatoon, Saskatchewan, Canada
May 19, 1998
